| Mon 10 Jan 2011, 7:07 | | GEN - Simon Property Group Inc. - Simon continues to oppose the Trafford Centre |
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JSE
GEN
GEN - Simon Property Group, Inc. - Simon continues to oppose the Trafford Centre
acquisition
7 January 2011
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, IN, INTO OR
FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE
RELEVANT LAWS OF SUCH JURISDICTION
For immediate release
SIMON PROPERTY GROUP, INC. ("SIMON")
CAPITAL SHOPPING CENTRES GROUP PLC ("CSC")
SIMON CONTINUES TO OPPOSE THE TRAFFORD CENTRE ACQUISITION
Simon is heartened to learn that the CSC board has responded to pressure from
Simon and revised the terms of the Trafford Centre acquisition. However, the
revised terms do not address Simon`s fundamental concerns and the transaction
remains deeply unattractive for CSC shareholders:
- The CSC board is still proposing to transfer significant control of CSC to
Peel at a discounted price.
- The purchase price for the acquisition of the Trafford Centre is still too
high.
- The transaction is still cash flow negative by c. GBP27 million on an annual
pro forma basis.
- Existing CSC shareholders are still not being given the opportunity to
participate in the share issue.
Further to CSC`s announcement earlier today, Simon would comment as follows:
- Although CSC states that its pro forma NAV per share increased from 375p to
390p between November 1, 2010 and December, 31 2010, the retail environment in
the UK remains very challenging with significant ongoing economic uncertainty.
- Having published a pro forma NAV of 375p on November 26, 2010, the assumptions
which CSC has made to arrive at "potential net asset value of up to 625p"
represent, in Simon`s view, wishful thinking.
- CSC`s publication of "potential net asset value of up to 625p" seems designed
to frustrate an offer from Simon.
If the CSC board really believes in "potential net asset value of up to 625p",
why are they proposing to issue 33% of the company`s existing shares to Peel at
a price of 400p, thereby diluting existing shareholders?
Simon therefore continues to oppose this value-destructive transaction and
intends to vote against it at the CSC EGM on January 26, 2011. Simon urges its
fellow CSC shareholders to do the same.
Enquiries:
Simon
Shelly Doran (Investors) Telephone: +1 317 685 7330
Les Morris (Media) Telephone: +1 317 263 7711
Citi Telephone: +44 (0) 20 7986 4000
(Financial adviser to Simon)
Philip Robert-Tissot
Grant Kernaghan
Charles Lytle
Lazard Telephone: +44 (0) 20 7187 2000
(Financial adviser to Simon)
Jeffrey Rosen
William Rucker
Patrick Long
Evercore Telephone: +44 (0) 20 7268 2702
(Financial adviser to Simon)
Julian Oakley
Citigate Dewe Rogerson Telephone: +44 (0) 20 7638 9571
(UK media adviser to Simon)
Grant Ringshaw
Patrick Donovan
Tom Baldock
Sard Verbinnen & Co Telephone: +1 212 687 8080
(US media adviser to Simon)
Hugh Burns
Brooke Gordon
Nathaniel Garnick
Citi, which is authorised and regulated in the United Kingdom by the Financial
Services Authority, is acting for Simon and no one else in relation to the
matters referred to in this announcement and will not be responsible to anyone
other than Simon for providing the protections afforded to customers of Citi or
for providing advice in relation to the contents of this announcement.
Lazard & Co., Limited which is authorised and regulated in the United Kingdom by
the Financial Services Authority, is acting for Simon and no one else in
relation to the matters referred to in this announcement, and will not be
responsible to anyone other than Simon for providing the protections afforded to
customers of Lazard & Co., Limited or for providing advice in relation to the
contents of this announcement.
Evercore Partners, which is authorised and regulated in the United Kingdom by
the Financial Services Authority, is acting for Simon and no one else in
relation to the matters referred to in this announcement and will not be
responsible to anyone other than Simon for providing the protections afforded to
customers of Evercore Partners or for providing advice in relation to the
contents of this announcement.
Forward looking statements
This announcement contains certain "forward looking statements". These
statements are based on the current expectations of the management of Simon and
are naturally subject to uncertainty and changes in circumstances. The forward-
looking statements contained in this announcement include statements relating to
the expected effects of the Acquisition on CSC, the expected timing and scope of
the Acquisition, and other statements other than historical facts.
Forward-looking statements include statements typically containing words such as
"will", "may", "should", "believe", "intends", "expects", "anticipates",
"targets", "estimates" and words of similar import. Although Simon believes that
the expectations reflected in such forward-looking statements are reasonable,
Simon can give no assurance that such expectations will prove to be correct. By
their nature, forward-looking statements involve risk and uncertainty because
they relate to events and depend on circumstances that will occur in the future.
There are a number of factors that could cause actual results and developments
to differ materially from those expressed or implied by such forward looking
statements. These factors include: local and global political and economic
conditions; changes in UK real estate market conditions and valuations;
competitors` actions; foreign exchange rate fluctuations and interest rate
fluctuations (including those from any potential credit rating decline); legal
or regulatory developments and changes; the outcome of any litigation; the
impact of any acquisitions or similar transactions; success of business and
operating initiatives; and changes in the level of capital investment. Other
unknown or unpredictable factors could cause actual results to differ materially
from those in the forward-looking statements.
Given these risks and uncertainties, investors should not place undue reliance
on forward-looking statements as a prediction of actual results. Neither Simon
nor any of its affiliated companies undertakes any obligation to update or
revise forward-looking statements, whether as a result of new information,
future events or otherwise, except to the extent legally required.
Dealing Disclosure Requirements
Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of any
class of relevant securities of an offeree company or of any paper offeror
(being any offeror other than an offeror in respect of which it has been
announced that its offer is, or is likely to be, solely in cash) must make an
Opening Position Disclosure following the commencement of the offer period and,
if later, following the announcement in which any paper offeror is first
identified. An Opening Position Disclosure must contain details of the person`s
interests and short positions in, and rights to subscribe for, any relevant
securities of each of (i) the offeree company and (ii) any paper offeror(s). An
Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made
by no later than 3.30 pm (London time) on the 10th business day following the
commencement of the offer period and, if appropriate, by no later than 3.30 pm
(London time) on the 10th business day following the announcement in which any
paper offeror is first identified. Relevant persons who deal in the relevant
securities of the offeree company or of a paper offeror prior to the deadline
for making an Opening Position Disclosure must instead make a Dealing
Disclosure.
Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1%
or more of any class of relevant securities of the offeree company or of any
paper offeror must make a Dealing Disclosure if the person deals in any relevant
securities of the offeree company or of any paper offeror. A Dealing Disclosure
must contain details of the dealing concerned and of the person`s interests and
short positions in, and rights to subscribe for, any relevant securities of each
of (i) the offeree company and (ii) any paper offeror, save to the extent that
these details have previously been disclosed under Rule 8. A Dealing Disclosure
by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 pm
(London time) on the business day following the date of the relevant dealing.
If two or more persons act together pursuant to an agreement or understanding,
whether formal or informal, to acquire or control an interest in relevant
securities of an offeree company or a paper offeror, they will be deemed to be a
single person for the purpose of Rule 8.3.
Opening Position Disclosures must also be made by the offeree company and by any
offeror and Dealing Disclosures must also be made by the offeree company, by any
offeror and by any persons acting in concert with any of them (see Rules 8.1,
8.2 and 8.4).
Details of the offeree and offeror companies in respect of whose relevant
securities Opening Position Disclosures and Dealing Disclosures must be made can
be found in the Disclosure Table on the Takeover Panel`s website at
www.thetakeoverpanel.org.uk, including details of the number of relevant
securities in issue, when the offer period commenced and when any offeror was
first identified. If you are in any doubt as to whether you are required to make
an Opening Position Disclosure or a Dealing Disclosure, you should contact the
Panel`s Market Surveillance Unit on +44 (0) 20 7638 0129.
Date: 10/01/2011 07:07:03 Produced by the JSE SENS Department.
